PFMT Performant Financial Corporation

	SCHEDULE 13D
CUSIP No: 71377E105		Page 2 of 10 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,862,081
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,862,081
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,862,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.62%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

	SCHEDULE 13D
CUSIP No: 71377E105		Page 3 of 10 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	BOATHOUSE ROW I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,097,128
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,097,128
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,097,128
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.15%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

	SCHEDULE 13D
CUSIP No: 71377E105		Page 4 of 10 Pages

 

	SCHEDULE 13D
CUSIP No: 71377E105		Page 5 of 10 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	BOATHOUSE ROW OFFSHORE LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,227,936
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,227,936
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,227,936
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.41%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

	SCHEDULE 13D
CUSIP No: 71377E105		Page 6 of 10 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	JORDAN HYMOWITZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,862,081
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,862,081
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,862,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.62%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

	SCHEDULE 13D
		Page 7 of 10 Pages

 

Item 1.

Security and Issuer

 

This Amendment No. 1 to the statement on Schedule 13D relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Performant Financial Corporation (the “Issuer”), whose principal executive offices are located at 333 North Canyons Parkway, Livermore, CA 94551 .  T his Amendment No. 1 amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on December 22, 2016 (the “Initial Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”).  Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.  This Amendment No. 1 amends Items 3, 5 and 7 of the Schedule 13D as set forth below.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following:

The shares of Common Stock acquired since the Initial Schedule 13D were purchased using funds from the working capital of the Reporting Persons which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business .  A total of $75,928.50 (including brokerage commissions) was paid to acquire the 35,484 shares of Common Stock acquired since the filing of the Initial Schedule 13D, gross of dispositions, including (i) 22,371 shares of Common Stock acquired by Boathouse Row I, L.P. for an aggregate purchase price of $48,741.40 and (ii) 13,113 shares of Common Stock acquired by Boathouse Row Offshore Ltd. for an aggregate purchase price of $27,187.10.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by adding the following:

 

Based on information in the Issuer’s Form 10-Q filed November 13, 2017, there were 50,961,377 shares of the Common Stock outstanding as of November 13, 2017.

 

(a)           As of January 23, 2018, each of Philadelphia Financial and Mr. Hymowitz may be deemed to be the beneficial owner of 2,862,081 shares of Common Stock, which represents approximately 5.62% of the outstanding shares of Common Stock.  This amount includes:  (i) 1,097,128 shares of Common Stock beneficially owned by BRI, which represents approximately 2.15% of the outstanding shares of Common Stock; (ii) 537,017 shares of Common Stock beneficially owned by BRII, which represents approximately 1.05% of the outstanding shares of Common Stock; and (iii) 1,227,936 shares of Common Stock beneficially owned by BRO, which represents approximately 2.41% of the outstanding shares of Common Stock.

 

 

(d)           Not applicable.

	SCHEDULE 13D
		Page 8 of 10 Pages

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following:

Exhibit D:

Schedule of Transactions

 

 

 

 

 

 

 

 

 

 

 

 

	SCHEDULE 13D
		Page 9 of 10 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January 24, 2018

	PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
	By:	/s/ Rachael Clarke
		Name:  Rachael Clarke
		Title:    Chief Compliance Officer

 

	BOATHOUSE ROW I, L.P.
	By:	/s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner
	By:	/s/ Rachael Clarke
		Name:  Rachael Clarke
		Title:  Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC

 

	BOATHOUSE ROW OFFSHORE LTD.
	By:	/s/ Rachael Clarke
		Name:  Rachael Clarke
		Title:    Director

 

	JORDAN HYMOWITZ
	/s/ Jordan Hymowitz

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

	SCHEDULE 13D
		Page 10 of 10 Pages

EXHIBIT D

SCHEDULE OF TRANSACTIONS

* This price reflects a weighted average price.  The Reporting Persons undertake to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock bought and sold at each separate price within the ranges set forth in the Price Range column.